§ 59-403. General powers and liabilities. - North Carolina Statutes

§ 59‑403.  Generalpowers and liabilities.

(a)        Except as providedin this Article or in the partnership agreement, a general partner of a limitedpartnership has the rights and powers and is subject to the restrictions andliabilities of a partner in a partnership without limited partners.

(b)        Except as providedin this Article, a general partner of a limited partnership that is not alimited liability limited partnership has the liabilities of a partner in apartnership without limited partners to persons other than the partnership andthe other partners, and a general partner of a limited liability limitedpartnership has the liabilities of, and has the limitation on liabilityafforded to, a partner in a registered limited liability partnership under theNorth Carolina Uniform Partnership Act to persons other than the partnershipand the other partners with respect to debts and obligations of the limitedpartnership incurred while it is a limited liability limited partnership.Except as provided in this Article or in the partnership agreement, a generalpartner of a limited partnership that is not a limited liability limitedpartnership has the liabilities of a partner in a partnership without limitedpartners to the partnership and to the other partners, and a general partner ofa limited liability limited partnership has the liabilities of, and has thelimitation on liability afforded to, a partner in a registered limitedliability partnership under the North Carolina Uniform Partnership Act to thepartnership and to the other partners.

(c)        Unless otherwiseprovided in the partnership agreement, a general partner of a limitedpartnership has the power and authority to delegate to one or more otherpersons the general partner's rights and powers to manage and control thebusiness and affairs of the limited partnership, including to delegate toagents, officers, and employees of the general partner or the limitedpartnership, and to delegate by a management agreement or another agreementwith, or otherwise to, other persons. Unless otherwise provided in thepartnership agreement, a delegation by a general partner of a limitedpartnership shall not cause the general partner to cease to be a generalpartner of the limited partnership and shall not reduce or absolve the generalpartner of the general partner's duties or obligations to the limitedpartnership or its other partners. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1987, c. 531,s. 6; 2001‑387, ss. 132, 133.)